Issuance of __________________. The Company covenants that so long as any Warrants remain Outstanding it will cause the __________________ from time to time paid for pursuant to the Warrants in the manner herein provided to be duly issued and delivered in accordance with the Warrants and the terms hereof.
Issuance of __________________. 2 . . . 2 . . . 2 . 2 . . 2 . . 3 . . 3 2 DEFINITIONS 4 3 PAY GENERAL. 9 Pay Basis, 9 Minimum Guarantee 9 Status 9 Pay Periods. 9 ................................... 9 Assignment Protection. 9 Permanent Assignment Changes. .................. Pay Discrepancies ............................... ...................................
Issuance of __________________. Common Stock at a Price below the Conversion Price. -------------------------------------------------------------- Except as otherwise provided in Sections VIII.A and VIII.C, if, at any time prior to the first anniversary of the Closing, the Company issues or sells, or in accordance with Section VIII.E is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the then current Conversion Price, then effective immediately upon such issuance, the Conversion Price will be adjusted to be equal to the consideration per share received, or deemed to be received pursuant to this Section VIII.E, in such issuance.
Issuance of __________________. Common Stock upon conversion of New Junior Notes or exercise of New Warrants. The shares of Common Stock issuable upon the conversion of the New Junior Notes and the exercise of the New Warrants (the "Underlying Shares") are duly authorized and will be as of any Closing Date reserved for issuance and, upon such conversion or exercise, as applicable, in accordance with the terms of the New Junior Notes or New Warrants, such Underlying Shares will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and the holders of such Underlying Shares shall be entitled to all rights and preferences accorded to a holder of shares of Common Stock. The outstanding shares of Common Stock are currently included for quotation on the Over the Counter Bulletin Board (the "OTC Bulletin Board").
Issuance of __________________. Common Stock at Lower Values In case the Corporation shall, in a transaction to which Section 5(h)(i) is inapplicable (and, in any event, other than upon conversion of Series A Preferred Stock or Series D Preferred Stock, or upon exercise of any warrants or employee stock options that were outstanding on the date of issuance of the Series D Preferred Stock or pursuant to contractual commitments to which the Corporation was bound on such date), issue or sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, at a price per share of Common Stock (determined, in the case of rights, options, warrants or convertible or exchangeable securities, by dividing (A) the total amount receivable by the Corporation in consideration of the issuance and sale of such rights, options, warrants or convertible or exchangeable securities, plus the total consideration payable to the Corporation upon exercise, conversion or exchange thereof, by (B) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities) that is lower (at the date of such sale or issuance) than the Current Market Price per share of Common Stock in effect immediately prior to such sale or issuance or for no consideration, then in each case the number of shares of Common Stock thereafter issuable upon the conversion of the shares of Series D Preferred Stock shall be increased in a manner determined by multiplying the number of shares of Common Stock theretofore issuable upon the conversion of all shares of Series D Preferred Stock by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the sale or issuance, plus the number of additional shares of Common Stock offered for subscription or purchase or to be issued upon conversion or exchange of such convertible or exchangeable securities, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the sale or issuance plus the number of shares of Common Stock which the aggregate consideration to be received by the Corporation (as defined in the following paragraph) in connection with such sale or issuance would purchase at the then Current Market Price per share of Common Stock. For the purpose of such adjustments the "aggregate consideration to be received by the Corporation...
